Filed Pursuant to Rule 424(b)(3)
Registration No. 333-255557
BROOKFIELD REAL ESTATE INCOME TRUST INC.
SUPPLEMENT NO. 11 DATED JANUARY 16, 2024
TO THE PROSPECTUS DATED APRIL 11, 2023
This prospectus supplement (“Supplement”) is part of and should be read in conjunction with the prospectus of Brookfield Real Estate Income Trust Inc., dated April 11, 2023 (as supplemented to date, the “Prospectus”). Unless otherwise defined herein, capitalized terms used in this Supplement shall have the same meanings as in the Prospectus. References herein to the “Company,” “we,” “us,” or “our” refer to Brookfield Real Estate Income Trust Inc. and its subsidiaries unless the context specifically requires otherwise.
The purposes of this Supplement are as follows:
•to provide updates on our investment portfolio;
•to disclose the transaction price for each class of our common stock sold in this public offering (the “Offering”) as of February 1, 2024;
•to disclose the calculation of our December 31, 2023 net asset value (“NAV”) per share for all share classes; and
•to provide an update on the status of our Offering.
Investment Portfolio Updates
As of December 31, 2023, our portfolio, based on the total asset value of our investments measured at fair value, consisted of 89% real estate properties and 11% real estate-related loans and securities. As of December 31, 2023, our real estate-related loans and securities consisted of 75 investments with an aggregate fair value of approximately $241 million. As of December 31, 2023, our real estate properties, based on the fair value of our properties, consisted of rental housing (64%), net lease (25%), logistics (6%) and office (5%).
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February 1, 2024 Transaction Price
The transaction price for each share class of our common stock for subscriptions accepted as of February 1, 2024 (and repurchases as of January 31, 2024) is as follows:
Transaction Price (per share) | ||||||||
Class S | $ | 11.6835 | ||||||
Class I | $ | 11.7742 | ||||||
Class D | $ | 11.8483 | ||||||
Class T | $ | 11.7742 |
The February 1, 2024 transaction price for each of our share classes is equal to such class’s NAV per share as of December 31, 2023. A detailed calculation of the NAV per share is set forth below. The purchase price of our common stock for each share class equals the transaction price of such class, plus applicable upfront selling commissions and dealer manager fees. The repurchase price for each share class equals the transaction price of such class. The transaction price per Class T share is equal to our Class I transaction price since no Class T shares are outstanding.
December 31, 2023 NAV Per Share
NAV per share is calculated in accordance with the valuation guidelines that have been approved by our board of directors. Our NAV per share, which is updated as of the last calendar day of each month, is posted on our website at www.BrookfieldREIT.com and is made available on our toll-free, automated telephone line at (833) 625-7348. Please refer to “Net Asset Value Calculation and Valuation Guidelines” in the Prospectus for important information about how our NAV is determined. We have included a breakdown of the components of total NAV and NAV per share for December 31, 2023 along with the immediately preceding month.
Our total NAV presented in the following tables includes the NAV of our Class S, Class I, Class D, Class T, Class C and Class E shares of common stock, as well as partnership interests in the Operating Partnership held by parties other than the Company. The following table provides a breakdown of the major components of our total NAV as of December 31, 2023 ($ and shares/units in thousands):
Components of NAV | December 31, 2023 | |||||||
Investments in real estate | $ | 1,717,150 | ||||||
Investments in real estate-related loans and securities | 241,188 | |||||||
Investments in unconsolidated entities | 78,569 | |||||||
Cash and cash equivalents | 24,272 | |||||||
Restricted cash | 16,429 | |||||||
Other assets | 63,629 | |||||||
Debt obligations | (1,035,300) | |||||||
Accrued stockholder servicing fees(1) | (306) | |||||||
Management fee payable | (1,046) | |||||||
Dividend payable | (5,138) | |||||||
Subscriptions received in advance | (3,003) | |||||||
Other liabilities | (42,538) | |||||||
Non-controlling interests in joint ventures | (15,462) | |||||||
Net asset value | $ | 1,038,444 | ||||||
Number of shares/units outstanding | 88,676 |
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(1) | Stockholder servicing fees only apply to Class S, Class T and Class D shares. For purposes of NAV, we recognize the stockholder servicing fee as a reduction of NAV on a monthly basis as such fee is paid. Under accounting principles generally accepted in the United States (“GAAP”), we accrue the full cost of the stockholder servicing fee as an offering cost at the time we sell Class S, Class T and Class D shares of our common stock. As of December 31, 2023, we had accrued under GAAP approximately $25.6 million of stockholder servicing fees payable to the Dealer Manager related to the Class S and Class D shares sold (as of December 31, 2023, we had not sold any Class T shares). |
The following table provides a breakdown of our total NAV and NAV per share/unit by class as of December 31, 2023 ($ and shares/units in thousands, except per share/unit data):
Class S Shares | Class I Shares | Class D Shares | Class T Shares | Class C Shares(1) | Class E Shares(1) | Third-party Operating Partnership Units(2) | Total | |||||||||||||||||||||||||||||||||||||||||||
Net asset value | $ | 400,091 | $ | 488,680 | $ | 1,757 | $ | — | $ | 107,580 | $ | 39,403 | $ | 933 | $ | 1,038,444 | ||||||||||||||||||||||||||||||||||
Number of shares/units outstanding | 34,244 | 41,504 | 148 | — | 9,347 | 3,353 | 80 | 88,676 | ||||||||||||||||||||||||||||||||||||||||||
NAV per share/unit as of December 31, 2023 | $ | 11.6835 | $ | 11.7742 | $ | 11.8483 | $ | — | $ | 11.5092 | $ | 11.7522 | $ | 11.7522 |
(1) | Class C and Class E shares of our common stock are offered to investors pursuant to private offerings. | ||||
(2) | Includes the units of the Operating Partnership held by parties other than the Company. |
As of December 31, 2023, we had not sold any Class T shares.
Set forth below are the weighted averages of the key assumptions in the discounted cash flow methodology used in the December 31, 2023 valuations, based on property types.
Property Type | Discount Rate | Exit Capitalization Rate | ||||||||||||
Rental Housing | 7.1% | 5.7% | ||||||||||||
Net Lease | 7.0% | 5.5% | ||||||||||||
Office | 8.4% | 7.2% | ||||||||||||
Logistics | 7.0% | 5.9% |
A change in these assumptions would impact the calculation of the value of our property investments. For example, assuming all other factors remained unchanged, the changes listed below would result in the following effects on our investment values:
Input | Hypothetical Change | Rental Housing Investment Values | Net Lease Investment Values | Office Investment Values | Logistics Investment Values | |||||||||||||||||||||||||||
Discount Rate | .25% Decrease | 1.8% | 2.3% | 1.9% | 2.1% | |||||||||||||||||||||||||||
(weighted average) | .25% Increase | (1.8)% | (2.2)% | (1.9)% | (2.0)% | |||||||||||||||||||||||||||
Exit Capitalization Rate | .25% Decrease | 2.8% | 3.2% | 2.3% | 2.8% | |||||||||||||||||||||||||||
(weighted average) | .25% Increase | (2.6)% | (2.9)% | (2.1)% | (2.7)% |
The preceding tables do not include recently acquired properties, which are held at cost in accordance with our valuation guidelines.
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The following table provides a breakdown of the major components of our total NAV as of November 30, 2023 ($ and shares/units in thousands):
Components of NAV | November 30, 2023 | |||||||
Investments in real estate | $ | 1,731,065 | ||||||
Investments in real estate-related loans and securities | 253,275 | |||||||
Investments in unconsolidated entities | 78,643 | |||||||
Cash and cash equivalents | 21,513 | |||||||
Restricted cash | 14,198 | |||||||
Other assets | 67,815 | |||||||
Debt obligations | (1,033,462) | |||||||
Accrued stockholder servicing fees(1) | (304) | |||||||
Management fee payable | (1,085) | |||||||
Dividend payable | (5,150) | |||||||
Subscriptions received in advance | (1,124) | |||||||
Other liabilities | (33,011) | |||||||
Non-controlling interests in joint ventures | (15,587) | |||||||
Net asset value | $ | 1,076,786 | ||||||
Number of shares/units outstanding | 89,662 |
(1) | Stockholder servicing fees only apply to Class S, Class T and Class D shares. For purposes of NAV, we recognize the stockholder servicing fee as a reduction of NAV on a monthly basis as such fee is paid. Under GAAP, we accrue the full cost of the stockholder servicing fee as an offering cost at the time we sell Class S, Class T and Class D shares of our common stock. As of November 30, 2023, we had accrued under GAAP approximately $25.8 million of stockholder servicing fees payable to the Dealer Manager related to the Class S and Class D shares sold (as of November 30, 2023, we had not sold any Class T shares). |
The following table provides a breakdown of our total NAV and NAV per share/unit by class as of November 30, 2023 ($ and shares/units in thousands, except per share/unit data):
Class S Shares | Class I Shares | Class D Shares | Class T Shares | Class C Shares(1) | Class E Shares(1) | Third-party Operating Partnership Units(2) | Total | |||||||||||||||||||||||||||||||||||||||||||
Net asset value | $ | 416,805 | $ | 506,738 | $ | 1,800 | $ | — | $ | 110,304 | $ | 40,188 | $ | 951 | $ | 1,076,786 | ||||||||||||||||||||||||||||||||||
Number of shares/units outstanding | 34,784 | 41,968 | 148 | — | 9,347 | 3,336 | 79 | 89,662 | ||||||||||||||||||||||||||||||||||||||||||
NAV Per Share/Unit as of November 30, 2023 | $ | 11.9828 | $ | 12.0743 | $ | 12.1459 | $ | — | $ | 11.8006 | $ | 12.0471 | $ | 12.0471 |
(1) | Class C and Class E shares of our common stock are offered to investors pursuant to private offerings. | ||||
(2) | Includes the units of the Operating Partnership held by parties other than the Company. |
As of November 30, 2023, we had not sold any Class T shares.
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Status of Our Offering
We are currently offering on a continuous basis up to $7.5 billion in shares of common stock, consisting of up to $6.0 billion in shares in our primary offering and up to $1.5 billion in shares pursuant to our distribution reinvestment plan. As of the date hereof, we have issued and sold (i) 29,112,551 shares of our common stock (consisting of 21,517,270 Class S shares, 7,439,404 Class I shares and 155,877 Class D shares; no Class T shares have been issued or sold) in our primary offering for total proceeds of $386,812,328 and (ii) 2,080,359 shares of our common stock (consisting of 1,838,546 Class S shares, 241,464 Class I shares and 349 Class D shares; no Class T shares had been issued or sold) pursuant to our distribution reinvestment plan for a total value of $27,049,362. We intend to continue selling shares in the Offering on a monthly basis.
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